---



##### 



ARTICLE I USAGE AND DEFINITIONS
    
    
    1Section 1.1.
    
    Usage and Definitions
    
    
    1ARTICLE II ENGAGEMENT OF ADMINISTRATOR
    
    
    1Section 2.1.
    
    Engagement
    
    
    1Section 2.2.
    
    Compensation
    
    
    1ARTICLE III DUTIES OF THE ADMINISTRATOR
    
    
    1Section 3.1.
    
    Duties of the Administrator with Respect to the DTC Letter
    
    
    1Section 3.2.
    
    Duties of the Administrator with Respect to the Indenture
    
    
    2Section 3.3.
    
    Additional Duties
    
    
    5Section 3.4.
    
    Audits of the Administrator
    
    
    6Section 3.5.
    
    Additional Information to Be Furnished to the Issuer
    
    
    6Section 3.6.
    
    Prohibition on Certain Actions
    
    
    6ARTICLE IV INDEMNIFICATION
    
    
    6Section 4.1.
    
    Indemnification
    
    
    6ARTICLE V RESIGNATION AND REMOVAL OF THE ADMINISTRATOR; TERM OF AGREEMENT
    
    
    8Section 5.1.
    
    Resignation and Removal of the Administrator
    
    
    8Section 5.2.
    
    Appointment of Successor Administrator
    
    
    8Section 5.3.
    
    Action upon Termination, Resignation or Removal
    
    
    9Section 5.4.
    
    Term of Agreement
    
    
    9ARTICLE VI MISCELLANEOUS
    
    
    9Section 6.1.
    
    Independence of the Administrator
    
    
    9Section 6.2.
    
    Transactions with Affiliates; Other Transactions
    
    
    9Section 6.3.
    
    Amendments
    
    
    9Section 6.4.
    
    Notices
    
    
    10Section 6.5.
    
    Assignment
    
    
    10Section 6.6.
    
    Third-Party Beneficiary
    
    
    11Section 6.7.
    
    GOVERNING LAW
    
    
    11Section 6.8.
    
    Submission to Jurisdiction
    
    
    11Section 6.9.
    
    WAIVER OF JURY TRIAL
    
    
    11Section 6.10.
    
    Severability
    
    
    11Section 6.11.
    
    Counterparts
    
    
    11Section 6.12.
    
    Headings
    
    
    11Section 6.13.
    
    No Petition
    
    
    11Section 6.14.
    
    Not Applicable to Ford Credit in Other Capacities
    
    
    12Section 6.15.
    
    Limitation of Liability of Owner Trustee and Indenture Trustee
    
    
    12
 i




---



##### 



Agreement
     
 Usage and Definitions
 
 Engagement
 Compensation
 
 Duties of the Administrator with respect to the DTC Letter




---



##### 



Duties of the Administrator with respect to the Indenture
           2




---



##### 



3




---



##### 



4




---



##### 



Additional Duties
       5




---



##### 



Audits of the Administrator
 Additional Information To Be Furnished to the Issuer
 Prohibition on Certain Actions
 
 Indemnification
  6




---



##### 



7




---



##### 



Resignation and Removal of the Administrator
      Appointment of Successor Administrator
  8




---



##### 



Action upon Termination, Resignation or Removal
 Term of Agreement
 
 Independence of the Administrator
 Transactions with Affiliates; Other Transactions
 Amendments
 9




---



##### 



provided
 Notices
        Assignment provided
 10




---



##### 



Third-Party Beneficiary
 GOVERNING LAW THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
 Submission to Jurisdiction
 WAIVER OF JURY TRIAL EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
 Severability
 Counterparts
 Headings
 No Petition
   11




---



##### 



Not Applicable to Ford Credit in Other Capacities
 Limitation of Liability of Owner Trustee and Indenture Trustee
    12




---



##### 



FORD CREDIT AUTO OWNER TRUST 2011-B,
   as IssuerBy:
    U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely as Owner TrusteeBy:
    /s/ Nicole PooleName:
    Nicole PooleTitle:
    Vice PresidentTHE BANK OF NEW YORK MELLON,
not in its individual capacity but solely as
Indenture TrusteeBy:
    /s/ Antonio VayasName:
    Antonio VayasTitle:
    Vice PresidentFORD MOTOR CREDIT COMPANY LLC,
   as AdministratorBy:
    /s/ Scott D. KrohnName:
    Scott D. KrohnTitle:
    Assistant Treasurer  FORD CREDIT AUTO RECEIVABLES
   TWO LLC, as DepositorBy:
    /s/ Susan J. ThomasName:
    Susan J. ThomasTitle:
    Secretary